OFFICE OF THE COUNTY COUNSEL 1221 Oak Street, Suite 450, Oakland, California 94612-4296 RICHARD E. WINNIE

COUNTY COUNSELTelephone (510) 272-6700 Facsimile (510) 272-5020

Agenda Item No. April 22 2008

April 14, 2008

Honorable Board of Supervisors County of Alameda Administration Building 1221 Oak Street Oakland, CA 94612

Subject: Retainer Agreement For Legal Services For the Information Technology Department Of The County Of Alameda

Dear Board Members:

RECOMMENDATION:

The Office of the County Counsel and the Information Technology Department ("ITD") request:

1. That you approve and authorize the President of the Board of Supervisors to execute a retainer agreement for legal services with the law firm of Donahue Gallagher & Woods (DGW) LLP (Principal: Jonathan Wong, 300 Lakeside Drive, Suite 1900, Oakland, CA 94612) for period April 17, 2007 through December 31, 2008.

2. That you authorize the Auditor-Controller to issue a Purchase Order for $50,000.00 for said retainer agreement.

DISCUSSION AND SUMMARY:

To satisfy its personnel needs, ITO must hire foreign-born employees on certain occasions with specialized technical skills that are difficult to find. This hiring approach has also allowed ITO to replace more costly contracting services with full time employees, bringing the number of contractors down to zero from a previous high of 25. When hiring foreign-born employees, ITO must comply with federal immigration law governing the employment of these foreign-born employees. Because this area of law is complicated and the process is lengthy, ITO relies on outside counsel for legal advice on federal immigration law.

Since April 17, 2006, DGW (based in Oakland, California) has assisted ITO with complying with federal immigration law requirements. In the first year of ITO's agreement with DGW, ITO paid DGW with a purchase order as the agreement maximum for the first year was set at $25,000.00. Although the agreement automatically renewed in April of 2007, the purchase order has been exhausted. From April 17, 2007 to the present, ITO has incurred $25,210.00 in legal fees, which are still pending and past due. ITO, therefore, must enter into a new agreement with DGW that dates from April 17, 2007 and continues forward to December 31,2008.

Board of Supervisors County of Alameda March 28, 2008 Page 2

The new agreement will be for a maximum amount of $50,000.00 for the term of the agreement, inclusive of the $25,210.00 already owed.

The Office of the County Counsel retains law firms on behalf of the various county departments. As with other retainer agreements, under this new agreement with DGW, the Office of the County Counsel will receive, review, and pay DGW's invoices for the legal services it provides to ITO. ITO will then reimburse the Office of the County Counsel for those amounts.

SELECTION CRITERIA AND PROCESS:

After an extensive search throughout the Bay Area, ITO has determined that DGW is the only firm that is able to provide the services required to meet its needs. Accordingly, BOCO has waived the SLEB requirement for this firm.

FINANCING:

Adequate funds are available from ITO's budget; therefore, no additional appropriation is required.

IC KARLSSON 'ef Assistant County Counsel

Office of the County Counsel County of Alameda

~J~{IMDoNA&- . Director Information Technology Department

LEGAL SERVICES RETAINER AGREEMENT

The County of Alameda and Donahue Gallagher Woods LLP ("DGW"), a limited liability partnership, hereby agree as follows:

WHEREAS, the County of Alameda's Information Technology Department ("lTD") currently sponsors employees who have obtained H-1 Visas and who are obtaining Alien Employment Certification permanent residencies (Green Cards); and

WHEREAS, this process requires specialized legal services to handle immigration and naturalization consultation and liaison services; and

WHEREAS, the law firm of DGW is able to provide said legal services to the County of Alameda, lTD, and its sponsored employees; and

WHEREAS, the County of Alameda wishes to retain DGW directly for the purpose of continuing to provide said services;

NOW, THEREFORE, the parties enter into this Agreement:

1. SCOPE OF SERVICES: As set forth more fully in Exhibit A, attached hereto and by this reference made a part hereof, DGW agrees to furnish immigration and naturalization consultation and liaison services in regards to, among other things, H1-B Visa Sponsorship, TN Visas, Labor Certification, Immigration Visa Petitions, and Final Applications for Permanent Residency related to lTD's sponsored employees. In addition, DGW agrees to provide consultation and guidance to lTD regarding its legal obligations in hiring and/or sponsoring employees, and liaison and representation services with the State Workforce Agency, the Department of Labor, the Department of State, the Employment Development Department, the U.S. Citizenship & Immigration Services Agency of the Department of Homeland Security, and any other entity involved in the employment of sponsored employees.

With the exception of mandamus actions, DGW will not be providing litigation services under this Agreement except as otherwise agreed upon by DGW and the Office of the County Counsel, County of Alameda ("OCC").

2. TERM: The term of this Agreement shall begin on April 18, 2007 through December 31, 2008. Services may be extended beyond December 31, 2008 upon the mutual agreement of the parties.

3. COMPENSATION RATE: Compensation to DGW shall be at the hourly rates set forth in Exhibit B, which is hereby incorporated into this Agreement.

4. PAYMENT: Exhibit B shall dictate the terms and conditions for billing and payment.

5. DIRECTION: DGW's work under this Agreement shall be under the supervision of the acc and lTD. The OCC shall handle all billing, invoice and payment matters. lTD shall handle the logistics related to each sponsored employee's matter, such as, by way of example, referring matters to DGW, signing documents in support of petitions, verifying information for petitions, etc.

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6. TERMINATION: This Agreement may be terminated by either party at any time upon thirty (30) days written notice to the other party. All files, written material, and documents will be transferred to the acc upon such termination. DGW will be available to consult with the acc or the County of Alameda's new counsel in accordance with the terms of this Agreement with respect to the facts and circumstances of any matters referred to DGW.

7. EXPERT CONSULTANTS: The acc will review all requests for extraordinary expenses before the same are incurred by DGW. DGW will engage no expert consultants without having first received the consent of the acc both as to the identity and task of the consultants and the hourly amount to be paid for the consultant's work.

8. PROFESSIONAL SKILL: DGW and its employees are skilled in the professional calling necessary to perform the work agreed to be done under this Agreement, and understand that the County of Alameda (including the acc and lTD) relies upon the skill of DGW to do and perform the work in a professional and skillful manner. DGW agrees to perform the work in accordance with this standard.

9. INSURANCE: DGW shall at all times during the term of the Agreement with the County of Alameda maintain in force those insurance policies and bonds as designated in the attached Exhibit C, which is hereby incorporated into this Agreement, and will comply with all those requirements as stated therein.

10. WORKERS' COMPENSATION: DGW shall be responsible for Workers' Compensation insurance, as applicable, at DGW's own cost and expense. Neither DGW nor its carrier shall be entitled to recover from the County of Alameda any costs, settlements, or expenses of Workers' Compensation claims arising out of this Agreement.

11. CONFORMITY WITH LAW: In performing services under this Agreement, DGW shall observe and comply with all applicable laws, ordinances, codes and regulations of governmental agencies, including federal, state, county, municipal, and local governing bodies, having jurisdiction over the scope of services. DGW shall indemnify and hold the County of Alameda harmless from any and all liability, fines, penalties and consequences from any noncompliance with or violation of such laws, ordinances, codes and regulations.

12. INTELLECTUAL PROPERTY RIGHTS: All rights, title and interest, including copyright, in all original works of authorship, software, system modifications, documentation, graphics, or other works of similar nature, created or produced by DGW under this Agreement shall be from the moment of their creation vested in the County of Alameda. DGW shall not make use of, copy or communicate any such works, software, or documentation to a third party, unless in connection with performing this Agreement, during or following the term of this Agreement. The parties expressly agree to consider as works made for hire those works ordered or commissioned by the County of Alameda which qualify as such in accordance with copyright laws. Upon request, DGW agrees to provide documentation satisfactory to the County of Alameda to assure the conveyance to the County of Alameda, of all such right, title and interest, including copy right. The terms of this paragraph will survive the termination or expiration of this Agreement.

13. CONFIDENTIALITY AND USE OF INFORMATION: At all times, DGW will hold in strictest confidence and will not disclose or use any of the County of Alameda's Confidential Information as hereinafter defined, except as such disclosure to any third party, use or publication may be expressly authorized by an officer of the

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County of Alameda in writing. "Confidential Information" shall mean any and all confidential and/or proprietary knowledge, data or information of the County of Alameda, its affiliated entities, sponsored employees, and suppliers. DGW shall safeguard the Confidential Information with the same or greater degree of care that DGW uses to protect its own valuable confidential business information and otherwise exercise a high degree of care in dealing with any such information in recognition of its sensitive and/or proprietary nature. Such information shall be used solely for the purpose of fulfilling the obligations defined in this Agreement. The terms of this paragraph shall survive the termination or expiration of this Agreement.

14. EMPLOYER/EMPLOYEE RELATIONSHIP: No relationship of employer and employee is created by this Agreement, it being understood that DGW and its employees shall act hereunder as independent contractors; that DGW and its employees shall not have any claim under this Agreement or otherwise against the County of Alameda for seniority, vacation time, vacation pay, sick leave, personal time off, overtime, health insurance, medical care, hospital care, retirement benefits, Social Security, disability, Workers' Compensation, unemployment insurance benefits, civil service protection, or employee benefits of any kind; that DGW shall be solely liable for and obligated to pay directly all applicable taxes, including, but not limited to, federal and state income taxes, and in connection therewith DGW shall indemnify and hold the County of Alameda harmless from any and all liability which the County of Alameda may incur because of DGW's failure to pay such taxes; that DGW and its employees do, by this Agreement, agree to perform their said work and functions at all times in strict accordance with currently approved methods and practices in their field; and that the sole interest of the County of Alameda is to ensure that said service shall be performed and rendered in a competent, efficient, timely and satisfactory manner and in accordance with the legal and ethical standards applicable to such work.

15. ASSIGNMENT OF CON·rRACT: Nothing contained in this Agreement shall be construed to permit assignment or transfer by DGW of any rights under this Agreement and such assignment or transfer is expressly prohibited and void, unless expressly approved in writing in advance by the acc.

16. COUNTY OF ALAMEDA POLICY REGARDING DRUG-FREE WORKPLACE: DGW and DGW's employees shall comply with the County of Alameda's policy of maintaining a drug-free workplace. Neither DGW nor DGW's employees shall unlawfully manufacture, distribute, dispense, possess or use controlled substances, as defined in 21 U. S. Code Section 812, including marijuana, heroin, cocaine, and amphetamines, at any of the County of Alameda's facilities or work sites. If any principal or employee of DGW is convicted or pleads nolo contendere to a criminal drug statute violation occurring at the County of Alameda's facilities or work sites, DGW shall notify the acc within five days thereafter. Violation of this provision shall constitute a material breach of this Agreement.

17. CONFLICT OF INTEREST: No officer, member, or employee of the County of Alameda and no member of their governing bodies shall have any pecuniary interest, direct or indirect, in this Agreement or the proceeds thereof. Neither DGW nor any of its employees shall serve on a County of Alameda board, committee, or hold any such position which either by rule, practice or action nominates, recommends, or supervises DGW's operations, or authorizes funding to DGW.

18. COUNTY OF ALAMEDA PROPERTY: DGW shall not use County of Alameda property (including equipment, instruments and supplies) or personnel for any purpose other than in the performance of its obligations under this Agreement.

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DGW agrees that all work product, including by way of example only, motions, exposure identification, legal research, opinion letters, etc., are the property of the County of Alameda and may be copied and provided by the County of Alameda to attorneys either employed or retained by the County of Alameda. This provision is not a waiver of the attorney/client privilege.

DGW, as requested, shall provide the acc representative copies of all information and correspondence relating to each matter. They shall include communications between DGW and any department of the County of Alameda, service company, and/or other attorneys. DGW will also provide copies of all case status correspondence to the acc.

19. RECORDS AND AUDITS: DGW will retain all records concerning this Agreement, or microfilm records of them, except original documents concerning telephone, copy, postage, telecopy and messenger charges, for a period of at least five years from the date of service.

Until the expiration of five years after the furnishing of any services pursuant to this Agreement, DGW shall make available, upon written request, to the County of Alameda or to the Federal/State government or any of their duly authorized representatives, this Agreement, and such books, documents, and records of DGW that are necessary to certify the nature and extent of the reasonable cost of services to the County of Alameda. If DGW enters into any Agreement with any related organization to provide services pursuant to this Agreement with a value or cost of $10,000 or more over a twelve-month period, such Agreement shall contain a clause to the effect that until the expiration of five years after the furnishing of services pursuant to such subcontract, the related organization shall make available, upon written request, to the Federal/State government or any of their duly authorized representatives, the subcontract, and books, documents and records of such organization that are necessary to verify the nature and extent of such costs. This paragraph shall be of no force and effect when and if it is not required by law.

20. INDEMNITY: DGW shall indemnify and hold and save the County of Alameda harmless from any and all claims, expenses and damages arising from DGW's performance under this Agreement, including, but not limited to, third-party claims for injury to persons or property damage, to the extent that DGW negligently or intentionally failed to perform such services in accordance with the standard of care applicable to DGW.

21. GOVERNING LAW: This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of California, without regard to the conflict of Jaws provisions thereof.

22. BREACH: In the event that DGW fails to perform any of the services described in this Agreement or otherwise breaches this Agreement, the County of Alameda shall have the right to pursue all remedies provided by law or equity. Disputes relating to the performance of this Agreement shall not be subject to non-judicial arbitration. Neither party shall be entitled to attorney fees incurred as a result of any breach or dispute relating to the performance of this Agreement.

23. MODIFICATION: No amendment, alteration, or variation of the terms of this Agreement shall be valid unless made in writing and signed by the parties hereto.

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24. DEBARMENT AND SUSPENSION CERTIFICATION: By signing this Agreement and Exhibit D, Debarment and Suspension Certification, DGW agrees to comply with applicable federal suspension and debarment regulations, including but not limited to 7 Code of Federal Regulations (CFR) 3016.35, 28 CFR 66.35, 29 CFR 97.35, 34 CFR 80.35, 45 CFR 92.35 and Executive Order 12549.

By signing this agreement, DGW certifies to the best of its knowledge and belief, that it and its principles:

A. Are not presently debarred, suspended, proposed for debarment, declared ,ineligible, or voluntary excluded by any federal department or agency;

B. Shall not knowingly enter into any covered transaction with a person who is proposed for debarment under federal regulations, debarred, suspended, declared ineligible, or voluntarily excluded from participation in such transaction.

After having had the opportunity to review this Agreement and all of the exhibits, and after having the language in form of this Agreement approved as containing the agreement between the parties, as shown below, and by signing this Agreement, the undersigned agrees to the terms of the Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written below.

DATED: _ By: _

(Signature)

Name: _ (Printed Name)

ervisors

DATED: '1/ ,( Df

Title: Chief Assistant County Counsel, the Office of the County Counsel for the County of Alameda

DATED: 01 April 2008

McNeil wongN~ .....--,------------ ­

(Printed Name)

Title: Authorized Partner of DGW

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Exhibit A

DEFINITION OF SERVICES

DGW agrees to furnish to ITO immigration and naturalization consultation and liaison services in regards to, among other things, H1-B Visa Sponsorship, TN Visas, Labor Certification, Immigration Visa Petitions, and Final Applications for Permanent Residency related to the sponsored employees of the County of Alameda's ITO.

In addition, DGW agrees to provide consultation and guidance to ITO regarding its legal obligations in hiring and/or sponsoring employees, and liaison and representation services with the State Workforce Agency, the Department of Labor, the Department of State, the Employment Development Department, the U.S. Citizenship & Immigration Services Agency of the Department of Homeland Security, and any other entity involved in the employment of sponsored employees. DGW shall coordinate its assignments with ITO and obtain the appropriate signatures, information, forms, etc., 'from ITO.

With the exception of mandamus actions, DGW will not be providing litigation services under this Agreement, except as otherwise agreed upon by DGW, ITO, and the DCC.

DGW shall disclose any malpractice claims imposed or incurred by any member of DGW.

DGW's legal team will consist of the following Key Personnel and subcontractors, as applicable during the contract term:

Jonathan McNeil Wong Attorney/Supervising Partner Sara M. Braun Attorney Paul R. Chavez Attorney Joshua M. Caplan Attorney

DGW agrees that it shall not transfer or reassign the individuals identified above as Key Personnel or substitute subcontractors without the express written agreement of the DCC, which Agreement shall not be unreasonably withheld. Should such individual or individuals in the employ of DGW no longer be employed during the term of this Agreement, DGW shall make a good faith effort to present to the acc an individual with equal or greater qualifications as a replacement subject to the acc's approval, which approval shall not be unreasonably withheld.

The approval of the County of Alameda to a requested change shall not release DGW from its obligations under this Agreement.

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Exhibit B

PAYMENT TERMS

1. The County of Alameda will pay DGW for its legal services within 30 days of receipt of invoice. Invoicing shall be sent to the OCC in the form approved by the County of Alameda, and shall set forth the following:

a. Invoice date.

b. Case or matter name and number.

c. An individual entry for each legal task performed, and time billed for each individual task. "Block billing" for all tasks performed in one day, without designation of time for each task, will not be accepted by the County of Alameda.

d. Date of each legal task and total time for each task performed.

e. Name, or acronym, for each attorney/paralegal performing the task and hourly rate of the person performing each legal task.

f. Time billed for each legal task must be charged in increments of a tenth of an hour increments.

g. Fees billed for each legal task must be listed under each attorney performing said tasks by the day, broken out as set forth in i) below.

h. Individually itemized disbursements for costs must be illustrated on bill.

i. A summary of services, including the total time and fees per attorney/paralegal, per invoice.

j. A separate bill for each case or client matter must be provided. Each bill should indicate, in addition to the foregoing, total fees and costs billed to date and credits paid by the County of Alameda to date.

k. On all fee bills or billing statements, actual time in units of one­tenth (1/1 oth) of an hour shall be charged instead of using minimum transaction times.

2. The County of Alameda shall reimburse DGW for filing fees and costs related to the services rendered pursuant to his Agreement. DGW shall not bill for the following expense items at more than the specified guidelines:

a. Photocopying: No more than actual cost, without mark-up, per page or the actual charge of a copy service. Large copying jobs shall be sent to a capable but economical outside copy service.

b. Telephone: Actual charges only for long distance calls.

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c. Fax Machines: No more than actual cost, without mark-up, only for outgoing facsimile transmission.

d. Postage: Actual cost of postage for mailing.

e. Computerized legal research: Is considered overhead costs of DGW and will not be paid by the County of Alameda.

f. Messenger and Delivery: For an outside messenger, the County of Alameda will pay actual costs without mark-up. For DGW's internal messenger service (between DGW's offices in other cities), charge no more than for an outside service.

g. Travel: DGW shall describe in detail on the interim bill any travel expenses incurred by counsel. DGW need not attach supporting receipts. The acc retains the right to audit travel expenses. DGW should retain receipts and other documentation for at least one (1) year following the conclusion of the representation.

h. The County of Alameda will pay for necessary travel expenses, including reasonable coach airfare, standard rental cars, hotel rates, and meals for the assigned attorney. The County of Alameda will not reimburse for personal telephone calls, entertainment, laundry and dry cleaning, unless travel is for seven (7) days or more away from DGW's home or other non-essential expenditures.

3. Total payment to DGW under the terms of this Agreement shall not exceed Fifty Thousand Dollars ($50,000.00). This amount is inclusive of attorneys' fees and the reimbursement of costs incurred on behalf of the County of Alameda and lTD byDGW.

4. DGW agrees to apply its discounted billing rate for public entities. The billing rates shall be as follows:

Partner $ 350 Associate 7 yr: $ 285 Associate 6 yr: $275 Associate 5 yr: $265 Associate 4 yr: $255 Associate 3 yr: $245 Associate 2 yr: $225 Associate 1 yr: $ 215 Associate <1 yr: $185 Law Clerk: $160 Legal Asst 2: $120 Legal Asst 1: $ 100 Case Clerk/Doc Ass't $ 85

DGW shall bill only at the above-approved rates. DGW shall not charge for overhead items such as costs of seminars, books, association dues, etc. DGW shall send its final bill no more than thirty (30) days after execution of the

8

settlement agreement and/or dismissals, unless the acc provides written authority to the contrary.

DGW shall use para-professionals (Le., law clerks, paralegals, and legal assistants) to the extent commensurate and appropriate to the nature and complexity of the task, billing at the corresponding rates. DGW shall use the appropriately experienced attorneys as necessary and appropriate to the task.

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EXHIBITC

COUNTY OF ALAMEDA MINIMUM INSURANCE REQUIREMENTS

Without limiting any other obligation or liability under this Agreement, the Contractor, at its sole cost and expense, shall secure and keep in force during the entire term of the Agreement or longer, as may be specified below, the following insurance coverage, limits and endorsements:

A Commercial General Liability $1,000,000 per occurrence (CSL) Premises Liability; Products and Completed Operations; Contractual Bodily Injury and Property Damage Liabili ; Personalln'u and Advertisin Liabili

B Commercial or Business Automobile Liability $1,000,000 per occurrence (CSL) All owned vehicles, hired or leased vehicles, non-owned, borrowed and Any Auto permissive uses. Personal Automobile Liability is acceptable for Bodily Injury and Property Damage individual contractors with no trans ortation or haulin related activities

C Workers' Compensation (WC) and Employers Liability (EL) WC: Statutory Limits Re uired for all contractors with em 10 ees EL: $100,000 er accident for bodil in'u or disease

D Professional LiabilitylErrors &Omissions $1,000,000 per occurrence Includes endorsements of contractual liability $2,000,000 ro'ect a re ate

E Endorsements and Conditions: 1. ADDITIONAL INSURED: All insurance required above with the exception of Professional Liability, Personal Automobile

Liability, Workers' Compensation and Employers Liability, shall be endorsed to name as additional insured: County of Alameda, its Board of Supervisors, the individual members thereof, and all County officers, agents, employees and representatives.

2. DURATION OF COVERAGE: All required insurance shall be maintained during the entire term of the Agreement with the following exception: Insurance policies and coverage(s) written on aclaims-made basis shall be maintained during the entire term of the Agreement and until 3years following termination and acceptance of all work provided under the Agreement, with the retroactive date of said insurance (as may be applicable) concurrent with the commencement of activities pursuant to this Agreement.

3. REDUCTION OR LIMIT OF OBLIGATION: All insurance policies shall be primary insurance to any insurance available to the Indemnified Parties and Additionallnsured(s). Pursuant to the provisions of this Agreement, insurance effected or procured by the Contractor shall not reduce or limit Contractor's contractual obligation to indemnify and defend the Indemnified Parties.

4. INSURER FINANCIAL RATING: Insurance shall be maintained through an insurer with a minimum A.M. Best Rating of A- or better, with deductible amounts acceptable to the County. Acceptance of Contractor's insurance by County shall not relieve or decrease the liability of Contractor hereunder. Any deductible or self-insured retention amount or other similar obligation under the policies shall be the sole responsibility of the Contractor. Any deductible or self-insured retention amount or other similar obligation under the policies shall be the sole responsibility of the Contractor.

5. SUBCONTRACTORS: Contractor shall include all subcontractors as an insured (covered party) under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.

6. JOINT VENTURES: If Contractor is an association, partnership or other joint business venture, required insurance shall be provided by anyone of the following methods: - Separate insurance policies issued for each individual entity, with each entity included as a"Named Insured (covered party),

or at minimum named as an "Additional Insured" on the other's policies. - Joint insurance program with the association, partnership or other joint business venture included as a"Named Insured.

7. CANCELLATION OF INSURANCE: All required insurance shall be endorsed to provide thirty (30) days advance written notice to the County of cancellation.

8. CERTIFICATE OF INSURANCE: Before commencing operations under this Agreement, Contractor shall provide Certificate(s) of Insurance and applicable insurance endorsements, in form and satisfactory to County, evidencing that all required insurance coverage is in effect. The County reserves the rights to require the Contractor to provide complete, certified copies of all required insurance policies. The require certificate(s) and endorsements must be sent to:

- Department/Agency issuing the contract - With aco to Risk Mana ement Unit 125 ­ 12th Street, 3rd Floor, Oakland, CA 94607

Certificate C-2 Page 1 of 1 Form 2001·1 (Rev. 03115/06)

VERIFICA TION OF INSURANCE

ISSUED TO: County ofAlameda

WE, the undersigned Insurance Brokers, hereby verify that certain insurers have issued the following described insurance and which is in force as of the date hereof:­

LAWYERS PROFESSIONAL LIABILITY INSURANCE

NAME OF ASSURED: DONAHUE GALLAGHER WOODS, LLP and others as more fully described in the Policy wording.

POLICY NO. INSURER POLICY YEAR

OB0700068 Various Underwriters 3tUoyd's 12:01 a.m. April 28, 2007 OB0700069 and insurance companies to

12:01 a.m. April 28, 2008

POLICY LIMIT: $15,000,000 per claim and in the aggregate.

Subject to the terms, conditions, exclusions and limitations of the Policy.

This document is furnished as a matter of information only. The issuance of this document does not make the person or organization to whom it is issued an additional Assured, nor does it mgdify in any manner the contract of insurance between the Assured and the Underwriters. Any.amendmel'it, change or extension of such contract can only be effected by specific endorsement attached thereto.. .

Issued at: San Francisco, CA AON SERVICES GROUP AIS AFFINITY INSURANCE AGENCY, INC.

Date: April 27, 2007 PER: George S. Maze Vice President Lawyers Division, Lic # 0795465

DATE (MMIDDIYYYY) ACORD~ CERTIFICATE OF LIABILITY INSURANCE OPID L~

DONAH-2 12/21/07 PRODUCER THIS CERTIFICATE IS ISSUED AS A MAnER OF INFORMATlm Crist E1liott Machette Ins. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFiCATE

HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR License #OB17224 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW 2201 Broadway, Suite 725

Oakland CA 94612 Phone: 510-S32-S000 Fax:510-B32-5054 INSURERS AFFORDING COVERAGE NAIC# INSURED INSURER A: OneBeacon Insurance Grp/Cali£

INSURER B: Farmington Casualty Company

INSURER C'Donahue Gallagher Woods LLP 300 Lakeside rive, Suite 1900 INSURER D: - Oakland CA 94612

INSURER E:

COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

LTR NSRt TYPE OF INSURANCE POLICY NUMBER ~,;!~TMMlDDlYYf ,]k~1:YrMM/DDIYYT LIMITS

GENERAL LIABILITY -

EACH DCCURRENCE $ 1,000,000 A ~ COMMERCIAL GENERAL LIABILITY

-tJ CLAIMS MADE ~ OCCUR

FF1U30190 12/29/07 12/29/0S PREMISESCe~c~~r~nce) MED EXP (Anyone person)

$300,000 $ 5,000

-PERSONAL & ADV INJURY $1,000,000

~ Employee Benefit GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER:

I n PRO - nLOCPOLICY JECT

PRODUCTS-COMP~PAGG

Emp Ben. $2,000,000

1,000,000

A AUTOMOBILE L1AIIlLITY

r- ­ANY AUTO

L-­FF1U30190 12/29/07 12/29/0S

COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000

-ALL OWNED AUTOS

SCHEDULED AUTOS

BODILY INJURY (Per person) $

-

~ ~

'HIRED AUTOS

NON-OWNED AUTOS

BODILY INJURY (Per accident) $

~ PROPERTY DAMAGE (Per accident) $

GARAGE LIABILITY

==1 ANY AUTO

AUTO ONLY - EA ACCIDENT

OTHER THAN EAACC

$ $

AUTO ONLY: AGG $

A EXCESS/UMBRELLA LIABILITY

~ OCCUR D CLAIMS MADE FF1U30190 12/29/07 12/29/0S EACH OCCURRENCE

AGGREGATE

$5,000,000 $ 5,000,000 $

~ DEDUCTIBLE $ X RETENTION $10,000 $

WORKERS COMPENSATION AND X IT~Rv'UMITh I IU~~-

B EMPLOYERS' LIABILITY ANY PROPRIETORIPARTNERlEXECUTIVE 1FUBS004Y23307 OS/01/07 08/01/08 EL EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? EL DISEASE - EA EMPLOYEE $1,000,000 If yes, describe under SPECIAL PROVISIONS below EL. DISEASE - POLICY LIMIT $1,000,000 OTHER

DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS

Proof of Insurance

*10 days notice of cancellation for non-payment of premium

CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION

DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30* DAYS WRITTEN

NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO 00 so SHALL County of Alameda 1221 Oak Street. Room 249

IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR

Oakland CA 94612

ACORD 25 (2001/08) © ACORD CORPORATION 1988

Contract No. _

EXHIBITD

COUNTY OF ALAMEDA DEBARMENT AND SUSPENSION CERTIFICATION

(Applicable to all agreements funded in part or whole with federal funds and contracts over $25,000).

The contractor, under penalty of perjury, certifies that, except as noted below, contractor, its principals, and any named and unnamed subcontractor:

• Is not currently under suspension, debarment, voluntary exclusion, or

determination of ineligibility by any federal agency;

• Has not been suspended, debarred, voluntarily excluded or determined

ineligible by any federal agency within the past three years;

• Does not have a proposed debarment pending; and

• Has not been indicted, convicted, or had a civil judgment rendered against it by

a court of competent jurisdiction in any matter involving fraud or official

misconduct within the past three years.

If there are any exceptions to this certification, insert the exceptions in the following space.

Exceptions will not necessary result in denial of award, but will be considered in determining contractor responsibility. For any exception noted above, indicate below to whom it applies, initiating agency, and dates of action.

Notes: Providing false information may result in criminal prosecution or administrative sanctions. The above certification is part of the Standard Services Agreement. Signing this Standard Services Agreement on the signature portion thereof shall also constitute signature of this Certification.

CONTRACTOR: D_o_n_a_h_u_e_G_a_l_l_a_g_h_e_r_w_o_o_d_s_L_L_P _

PRINCIPAL: Jonathan McNeil Wong TITLE: pa_r_tn_e_r _

SIGNATURE: ~_-l~~------ DATE: __O_1_A_p_r_i_l_2_0_0_8_'__

Contract No. _

EXHIBITE

COUNTY OF ALAMEDA CONTRACT COMPLIANCE REPORTING REQUIREMENTS

Upon receipt of signed contract documents, prime contractor shall immediately enter/assign subcontractors in the System, confirm payments received from the County within 5 business days in the System, immediately enter payments made to subcontractors and ensure that subcontractors confirm they received payments within 5 business days in the System. Subcontractors shall confirm their payments received from the prime contractor within 5 business days in the System.

Alameda County Contract Compliance System training and ongoing support are provided at no charge to contractors and participating sub-contractors awarded a contract as a result of this bid process for this project. Contractors having contracts with the County which have a start date on or after July 1, 2007 should schedule a representative from their office/company, along with each of their subcontractors, to attend training. The training schedule may be viewed online at http://www.elationsys.com/elationsys/support1.htm or call Elation Systems at (510) 764-1870. A special access code will be provided to contractors and subcontractors participating in this contract awarded to allow use of the System free of charge.

It is the Contractor's responsibility to ensure that they and their subcontractors are registered and trained as required to utilize the Alameda County Contract Compliance System. Training sessions are approximately one hour and will be held periodically in a number of locations throughout Alameda County.

CQotract No. _

QUESTIONNAIRE FOR DETERMINING THE WITHHOLDING STATUS

INSTRUCTIONS: This questionnaire is to be completed by the County department for services contracts and must be included as part of the contract package submitted to Human Resource Services Department (HRSD). Be sure to answer all of the questions in Sections I and II and to complete the certifications on page 2. Sections III and IV contain supplemental questions to be answered for contractors in certain service categories.

CONTRACTOR NAME: Donahue Gallgher Woods LLP DEPT #: ?:jD\CC>

TITLE/SERVICE: Outside Legal Counsel

DEPT. CONTACT: __=L=aur=a..:.::M=e=le=n=dr=e=z~ _ PHONE: ~\ -~d--

YES NOI. INFORMATION ABOUT THE CONTRACTOR

1. Is the contractor a corporation or partnership? (x) ( )

2. Does the contractor have the right per the contract to hire others to (X) ( ) do the work agreed to in the contract?

If the answer to BOTH questions is YES, provide the employer ID number here: 94 1242088

No other questions need to be answered. Withholding is not required.

If the answer to question I is NO and 2 is YES, provide the individual social security number here: _ No other questions need to be answered. Withholding is not required.

If the answer to question 2 is NO, continue to Section II.

II. RELATIONSHIP OF THE PARTIES. YES NO

1. Does the County have the right to control the way in which the work ( ) ( ) will be done, i.e., will the County be able to specify the sequence of steps or the processes to be followed if it chooses to do so?

2. Is the contractor restricted from performing similar services for other ( ) ( ) businesses while he is working for the County?

3. Will the contractor be working for more than 50% of the time for the ( ) ( ) County (50% =: 20 hrs/wk; 80 hrs/mo)?

4. Is the relationship between the County and the contractor intended to ( ) ( ) be ongoing?

Page 1 of2

Contract No. _

III. FOR CONSULTANTS, PROJECT MANAGERS, PROJECT COORDINATORS

1. Is the contractor being hired for a period of time rather than for a specific () ( ) project?

2. Will payment be based on a wage or salary (as opposed to a commission or ( ) ( ) lump sum)?

IV. FOR PHYSICIANS, PSYCHIATRISTS, DENTISTS, PSYCHOLOGISTS

1. Will the agreement be with an individual who does not have an outside () ( ) practice?

l.a. Will the contractor work more than an average of ten hours per week? () ( )

IF THE ANSWER TO l.a IS YES, ANSWER QUESTIONS l.b.

l.b.Will the County provide more than 20% of the contractor's income? ( ) ( ) 2. If the answer to either question l.a, or if required, question l.b is NO, the

entire answer is NO.

A "yes" answer to any of the questions in Section II, or, if applicable, Sections III or IV constitutes justification for paying the contractor through the payroll system as an "employee for withholding purposes."

CERTIFICATIONS:

I hereby certify that the answers to the above questions accurately reflect the anticipated working relationship for this contract.

~dl~~~~/e Agency/Department Head or Designee

01 April 2008

Date Date

H.RSD A~PP~.UI~. D FOR ALL STANDARD SERVIYES AGREEMENTS: SIgnature: _ = Date: ----:.l(-'-(j""-'t,(_o_v __ Title:· '£1-- .

Page 2 of2

Give form to the (Rev. OCtober 2007)

equest for Taxpayer Form W·9 requester. Do notIdentifica ion Number and Certification send to the IRS.Department of the Treasury

Internal Revenue Service

Name (as shown on your income tax retum)

Donahue Gallagher Woods LLP Business name, if different from above

Check appropnate box: 0 Individual/Sole proprieto 0 Corporation 0 Partnership

O Exempto Umited liability company. Enter the tax classifi n ([)=disregarded entity, C=corporation, P=partnership) ~ . payeeIilI Other (see instructions) ~ California limited liab r rtnersh· Address (number, street, and apt or suite no.) Requestsr's name and address (optionaij

t-3_00_Lak_es_id_e~Dr=iv e..;.._Su_ite_1_9_00 --i COunty of A1ameda'ITD__ -+­City, state, and ZIP code 1106 Madison Street, Room 336

oakland, CA 94612·3570 Oakland, CA 94607 List account number(s) here (optionaij

Taxpayer Identification Numbe rnN

Enter your TIN in the appropriate box. The TIN provide must match the name given on Une 1 to avoid ISocial secur;ttY num~r backup withholding. For individuals, this is your social urIty number (SSN). However, for a resident ,, ,, allen, sole proprietor, or disregarded entity, see the P I Instructions on page 3. For other entities; It Is your employer identlftcatlon number (EIN). If you do no have a number, see How to get a TIN on page 3. or

Employer identification number

number to enter. Note. If the account is In more than one name, see th chart on page 4 for guidelines on whose

94 1242088

Certification Under penalties of perjury, I certify that

1. The number shown. on this form is my correct taxp yer identification number (or I am waiting for a number to be Issued to me), and

2. I am not subject to backup withholding because: ( I am exempt from backup withholding, or (b) I have not been notified by the Intemal Revenue Service (IRS) that I am subject to backup ithholding as a result of a failure to report all Interest or dMdends, or (c) the IRS has notified me that I am no longer subject to backup thholdlng, and

3. I am a U.S. citizen or other U.S. person (defined ow).

Certification instructions. You must cross out item 2 bove If you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all inte~ t and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonmen of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than nterest and dividends, you are not required to sign the Certification, but you must provide your correct TIN. See the instructions on page

Sign Signature of Here U.S. person ~

General Instruct" Section references are to otherwise noted.

Purpose of Form A person who is required to file an information retu with the IRS must obtain your correct taxpayer identification number (TIN) to report, for example, income paid to you, real es te transactions, mortgage interest you paid, acquisitio or abandonment of secUred property, cancellation of d bt, or contributions you made to an IRA.

Use Form W-9 only if you are a U.S. person (inc! ding a resident alien), to provide your correct TIN to the rson requesting it (the requester) and, when applicable, t

1. Certify that the TIN you are giving is correct (0 waiting for a number to be issued),

2. Certify that you are not subject to backup with olding, or

3, Claim exemption from backup withholding if y u are a U.S. exempt payee. If applicable, you are also certifying hat as a U.S. person, your allocable share of any partnershi income from a U.S. trade or business is not subject to the withh Iding tax on foreign partners' share of effectively connected inco e.

Note. If a requester gives you a form other than Fo m W-9 to request your TIN, you must use the requester's f01 if it is substantially similar to this Form W-9.

02 April 2008Datil ~

Definition of a u.S. person. For federal tax purposes, you are considered a U.S. person if you are:

• An individual who is a U.S. citizen or U.S. resident alien, • A partnership, corporation, company, or association created or organize<nn the United States or under the laws of the United States, • An estate (other than a foreign estate), or • A domestic trust (as defined in Regulations section 301.7701-7). Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax on any foreign partners' share of income from such business. Further, in certain cases where a Form W-9 has not been received, a partnership is required to presume that a partner is a foreign person, and pay the withholding tax. Therefore, If you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provid~. Form W-9 to the partnership to establish your U.S. status and avoid withholding on your share of partnership income.

The person who gives Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the. United States is in the following cases:

• The U.S. owner of a disregarded entity and not the entity,

Cat. No. 10231X Form W-9 (Rev. 10-2007)

I